DAIRY DAUGHTERS LIMITED: TERMS AND CONDITIONS FOR SALE

1.        DEFINITIONS

1.1.        In these conditions the following terms shall have the following meanings :-

'the Company'                means Dairy Daughters Limited

'the Customer'                means the customer of the Company

'the Contract'        means any contract for the sale of Goods by the Company to the Customer

'the Goods'        means any goods forming the subject of the contract as detailed in the order form overleaf

'the Price'        means the price of the goods listed in the Company's published price list current at the date of acceptance of the order

2.        BASIS OF CONTRACT

2.1.        This order shall take effect as separate offers by the Customer for the Goods and be subject to acceptance by the Company. Any offer shall remain open for acceptance by the Company for [12] months from the date of the offer unless revoked in writing prior to acceptance. No Contract(s) shall come into existence until the Company has accepted the Customer's offer(s) in writing. Any Contract shall be governed by these terms to the exclusion of any other terms and conditions subject to which any order is placed or purported to be placed by the Customer.

2.2.        No variation to these terms shall be binding unless agreed by the Company in writing.

2.3.        Subject to clause 2.2, the Company's employees or agents are not authorised to make any representations concerning the Goods or to remove, vary or add to these terms in any way, or to agree any condition precedent to the Contract or to enter into any contract collateral to the Contract.

2.4.        The Customer may cancel the Contract by notice in writing received by the Company at least [7] days before the date of despatch of the semen by the local A.I. Centre and orders for stock items may be cancelled by written notice at any time on terms that the Customer indemnify the Company against its losses and expenses as a result thereof.

3.        ACKNOWLEDGEMENTS, REPRESENTATIONS AND FITNESS FOR PURPOSE

3.1.        The Customer acknowledges and accepts that the fertility rates and the characteristics of progeny which may be obtained by the use of the Goods vary greatly due to many factors including, but not limited to, the skill of the artificial inseminator, the characteristics and fertility of the recipient cow and the environment in which the recipient cow is kept.

3.2.        The Customer recognises that the propensity of any progeny resulting from the use of the Goods to have recessive genes or defects which may lead to genetic abnormalities or contribute to illness, disease, impairment, ill-health or otherwise may result from factors outside of the Company's control, including, without limitation, the characteristics of the recipient cow and any failure to use the Goods in the manner set out in the Company's published information.

3.3.        The Customer acknowledges that it is familiar with the published information of the Company relating to the Goods and that it is further aware of the need to take account of, inter alia, information stated therein in determining whether or not Goods are fit for any particular purpose. The Company can therefore give no warranty that the Goods are fit for use with any particular recipient cow and the Customer relies upon its own expertise and assessment of the fitness of the Goods for any particular purpose, whether or not made known to the Company either expressly or implied.

3.4.        The Company does not warrant that the Goods are free from any recessive genes or other defects which may lead to genetic abnormalities or contribute to illness, disease, impairment, ill-health or otherwise reduce the value of the Goods or of progeny resulting from the use of the Goods.

3.5.        The Company takes all reasonable steps to maintain the fertility of the Goods but cannot guarantee that the Goods are fertile at the time of delivery. 3.6.        Where the artificial insemination is carried out by an agent of the Customer it shall be the responsibility of the Customer to ensure before the use of the Goods that the labelling of the Goods corresponds with the Company's acceptance form.

3.7.        In entering into the Contract the Customer acknowledges that of the information provided by the Company it relies only on that contained in the Company's published literature current at the time the Customer placed the order and not on any representation made by any employee or agent of the Company.

3.8.        Where semen from the specified sire has tested positive for any recessive genes or other genetic defects the information relating thereto in the Company's most recently published information is correct and accurate to the best of the Company's knowledge and belief at the date of the Contract.

4.        LIMITATION OF LIABILITY

4.1.        The Company uses all reasonable efforts to meet its obligations to its customers. Because the Customer can more readily ascertain its possible losses in the unlikely event of the Company being in breach of contract and because its potential losses may be disproportionate to the price of the Goods, the parties agree that the Company shall, in the absence of fraud, limit its liabilities as set out in sub-clauses 4.2 to 4.8. The Customer is strongly advised to take out insurance against its possible losses.

4.2.        Under no circumstances shall the Company have any liability for any loss of profits or any other loss or damage of whatever kind suffered by the Customer arising from :-

4.2.1.        any defects resulting from wear and tear, accident, improper use by the Customer or use by the Customer except in accordance with the Company's published instructions for the storage and handling of the Goods or with any applicable European or United Kingdom legislation, rules and/or regulations or any Cattle Breed Society's Rules and/or regulations;

4.2.2.        any goods which have been adjusted, modified or repaired except by the Company;

4.2.3.        the suitability of any goods for any particular purpose or use under specific conditions whether or not the purpose or conditions were known or communicated to the Company;

4.2.4.        any breach of any express or implied warranty or condition of the Contract or any negligence, breach of statutory or other duty on the part of the Company or in any other way out of or in connection with the performance or purported performance of or failure to perform the Contract except for death or personal injury resulting from the Company's negligence; and as expressly stated in these conditions;

4.2.5.        any advice or failure to advise as to the choice and selection of the Goods.

4.3.        In relation to the sale of semen, in addition to the matters contained in sub-clause 4.2, the Company shall have no liability under any circumstances for any loss of profits or any other loss and damage of whatever kind suffered by the Customer arising from :-

4.3.1.        the use of the Goods whether or not such Goods test positive for recessive genes and/or any other genetic defects unless results of such tests were known to the Company and not contained within its published information;

4.3.2.        the designation of the specified sire or any progeny or relation or ascendant thereof as the carrier of any recessive gene or other genetic defect or from any de-registration of the specified sire or any progeny or relation or ascendant thereof with any Cattle Breed Society (in each case occurring after the date of the Contract) nor from any potential such designation or de-registration (in each case whether arising before or after the date of the Contract), unless such was known to the Company and was not contained within its published information;

4.3.3.        the Customer's failure to use a person fully trained and competent in the techniques of artificial insemination in using the Goods.

4.4.        If the Customer establishes that any goods are defective the Company shall, at its option, replace with similar goods or repair any defective goods or allow the Customer credit for their invoice value. Where the use of the Goods has not resulted in progeny, the Company shall have no further liability in respect of such breach.

4.5.        In no circumstances shall the liability of the Company to the Customer exceed the Price of the Goods.

4.6.        The Customer waives any claim for breach of any representations made by any employee or agent of the Company before entering into the Contract.

4.7.        The Company shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform any of the Company's obligations in relation to the Goods if the delay or failure is due to any cause beyond the Company's reasonable control.

4.8.        Without prejudice to the foregoing, the Company's total liability for any one claim or the total of claims arising from default of the Company shall not exceed [         ].

5.        PRICE AND TERMS OF PAYMENT

5.1.        The price of the Goods shall be the price listed in the Company's published price list current at the date of acceptance of the order.

5.2.        The price excludes Value Added Tax and delivery to the Customer's premises in Great Britain specified on the order.

5.3.        All invoices are payable within 30 days of the date of the Company's invoice and in no circumstances shall the Customer be entitled to make any deduction or withhold payment for any reason at all. The time for payment of the Price shall be of the essence of the contract.

5.4.        Without prejudice to any other rights of the Company if the Customer fails to pay the invoice by the due date, the Customer shall not be allowed any discount given in that invoice or in any other way agreed and shall pay interest on any overdue amount from the date on which payment was due to the date of actual payment (whether before or after Judgment) on a daily basis at a rate of [4] % per annum over the base rate from time to time quoted by the [name] Bank Plc and reimburse to the Company all costs and expenses (including legal costs) incurred in the collection of any overdue amount.

6.        RECALL OF STOCKS

6.1.        If the Company shall determine, in its absolute discretion, that the specified sire shall be withdrawn from service, then the Customer shall, upon being notified of such determination, make any of the Goods collected by or on behalf of the Customer but unused available for collection by the Company, and shall use its best endeavours to keep and maintain the Goods in a live and healthy state until such recollection.

6.2.        If the Company shall determine, in its absolute discretion, that the destruction of the Goods already collected by or delivered to the Customer is necessary then the Customer on being notified of such determination shall destroy the Goods in accordance with the Company's instructions.

7.        REPORTING AND ACCESS

7.1.        The Customer shall notify the Company immediately of any defect or suspected defect in the Goods or any defect or suspected defect arising from their use and shall promptly take all reasonable steps to mitigate its loss and shall co-operate with the Company in any enquiries or investigations the Company at its absolute discretion considers necessary.

7.2.        The Customer shall comply with reasonable requests by the Company to make available for inspection by the appointed representatives of the Company the recipients of and progeny resulting from the use of the Goods and any veterinary, farm or other records relating thereto owned by or in the care or control of the Customer.

8.        TITLE, STORAGE, RISK AND DELIVERY

8.1.        Title to and risk of damage or deterioration or loss of the Goods shall pass to the Customer at the time of delivery.

8.2.        The Goods are delivered to the Customer when the Company makes them available to the Customer at the Customer's premises or at the local A.I. Centre, whereupon the Customer shall become liable for any storage, transport or other expenses accruing thereafter.

8.3.        Any dates quoted by the Company for the delivery of the Goods are approximate only and shall not form part of the Contract and the Customer acknowledges that in the performance expected of the Company no regard has been paid to any quoted delivery dates.

8.4.        The Company shall not be liable for any penalty, loss, injury, damage, or expense arising from any delay or failure in delivery or performance from any cause at all nor shall any delay or failure entitle the Customer to refuse to accept any delivery or performance of or repudiate the Contract.

9.        GENERAL CONDITIONS

9.1.        The headings in these Terms are for convenience only and shall not affect their interpretation.

9.2.        If any provision of these terms is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these terms and the remainder of the provision in question shall be unaffected thereby.

9.3.        Nothing in these terms shall affect the statutory rights of a consumer.

9.4.        This Contract shall be governed by and constructed in accordance with English Law and the Courts of England shall have exclusive jurisdiction to hear all disputes arising in connection with it.